Code
of Ethics and Business Conduct


for
Officers, Directors and Employees of


Park
City Group, Inc.








1.
Our Commitment





The
officers, directors and employees of Park City Group, Inc. (the "Company") are
committed to honesty, just management, fairness, providing a safe and healthy
environment free from the fear of retribution, and respecting the dignity due
everyone. For the communities in which we live and work we are committed to
observe sound environmental business practices and to act as concerned and
responsible neighbors, reflecting all aspects of good citizenship. The term
"Company" includes Park City Group, Inc. and its subsidiaries.





For our
shareholders we are committed to pursuing sound growth and earnings objectives
and to exercising prudence in the use of our assets and resources.





2.
Promote A Positive Work Environment





All
employees want and deserve a workplace where they feel respected, satisfied, and
appreciated. We respect cultural diversity and will not tolerate harassment or
discrimination of any kind —— especially involving race, color, religion,
gender, age, national origin, disability, and veteran or marital
status.





Providing
an environment that supports honesty, integrity, respect, trust, responsibility,
and citizenship permits us the opportunity to achieve excellence in our
workplace. While everyone who works for the Company must contribute to the
creation and maintenance of such an environment, our executives and management
personnel assume special responsibility for fostering a work environment that is
free from the fear of retribution, provides for open communication between
employees and supervisors, and will bring out the best in all of us. Supervisors
and managers must be careful in words and conduct to avoid placing, or seeming
to place, pressure on subordinates that could cause them to deviate from
acceptable ethical behavior.





3.
Keep Accurate And Complete Records





We must
maintain accurate and complete Company records. Transactions between the Company
and outside individuals and organizations must be promptly and accurately
entered in our books in accordance with generally accepted accounting practices
and principles. No one should rationalize or even consider misrepresenting facts
or falsifying records. It will not be tolerated and will result in disciplinary
action.





4.
Obey The Law





We will
conduct our business in accordance with all applicable laws and regulations.
Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum, essential condition for performance of our
duties.














(a) Do Not
Engage In Speculative Or Insider Trading.  Federal law and
Company policy prohibits officers, directors and employees, directly or
indirectly through their families or others, from purchasing or selling company
stock while in the possession of material, non-public information concerning the
Company. Material, non-public information is any information that could
reasonably be expected to affect the price of a stock. If an officer, director
or employee is considering buying or selling a stock because of inside
information they possess, they should assume that such information is material.
It is also important for the officer, director or employee to keep in mind that
if any trade they make becomes the subject of an investigation by the
government, the trade will be viewed after-the-fact with the benefit of
hindsight. Consequently, officers, directors and employees should always
carefully consider how their trades would look from this perspective. Two simple
rules can help protect you in this area: (1) Do not use non-public information
for personal gain. (2) Do not pass along such information to someone else who
has no need to know. This guidance also applies to the securities of other
companies for which you receive information in the course of your employment at
the Company. Before engaging in any transaction involving the Company's
securities, you should contact the Company's General Counsel, Chief Financial
Officer or Chief Executive Officer if you have any questions or concerns about
the transaction.





(b) Be Timely
And Accurate In All Public Reports.  As a public company, the
Company must be fair and accurate in all reports filed with the United States
Securities and Exchange Commission. Officers, directors and management of the
Company are responsible for ensuring that all reports are filed in a timely
manner and that they fairly present the financial condition and operating
results of the Company. Securities laws are vigorously enforced. Violations may
result in severe penalties including significant fines against the Company.
There may also be sanctions against individual employees including substantial
fines and criminal penalties. The principal executive officer and principal
financial officer will certify to the accuracy of reports filed with the SEC in
accordance with the Sarbanes-Oxley Act of 2002. Officers and directors who
knowingly or willingly make false certifications may be subject to criminal
penalties or sanctions including fines and imprisonment.





5.
Avoid Conflicts Of Interest





Our
officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any action that
may involve, or may appear to involve, a conflict of interest with the Company.
Officers, directors and employees should not have any material financial or
other business relationships with suppliers, customers or competitors that might
impair the independence of any judgment they may need to make on behalf of the
Company.





Here are
some ways a conflict of interest could arise:





·
            Employment
      by a competitor, or potential competitor, regardless of the nature of the
      employment, while employed by the
Company.


·
            Acceptance
      of material gifts, payment, or services from those seeking to do business
      with the Company.


·
            Placement
      of business with a firm owned or controlled by an officer, director or
      employee or his/her family.


·
            Ownership
      of, or substantial interest in, a company that is a competitor, customer
      or supplier.


·
            Acting
      as a consultant to a Company customer, competitor or
    supplier.


·
            Personally
      seeking the services or advice of an accountant or attorney who has
      provided services to the Company.










Officers,
directors and employees are under a continuing obligation to disclose any
situation that presents the possibility of a conflict or disparity of interest
between the officer, director or employee and the Company. Disclosure of any
potential conflict is the key to remaining in full compliance with this
policy.





6.
Compete Ethically And Fairly For Business Opportunities





We must
comply with the laws and regulations that pertain to the acquisition and sale of
goods and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt to
obtain and do not accept such information from any source.





If you
are involved in Company transactions, you must be certain that all statements,
communications, and representations are accurate and truthful.





7.
Avoid Illegal And Questionable Gifts Or Favors





The sale
and marketing of our products and services should always be free from even the
perception that favorable treatment was sought, received, or given in exchange
for the furnishing or receipt of business courtesies. Officers, directors and
employees of the Company will neither give nor accept business courtesies that
constitute, or could be reasonably perceived as constituting, unfair business
inducements or that would violate law, regulation or policies of the Company, or
could cause embarrassment to or reflect negatively on the Company's
reputation.





8.
Maintain The Integrity Of Consultants, Agents, And Representatives





Business
integrity is a key standard for the selection and retention of those who
represent the Company. Agents, representatives and consultants must certify
their willingness to comply with the Company's policies and procedures and must
never be retained to circumvent our values and principles. Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without authority, or gaining inside information or influence are
just a few examples of what could give us an unfair competitive advantage and
could result in violations of law.





9.
Protect Proprietary Information





Proprietary
Company information may not be disclosed to anyone without proper authorization.
Keep proprietary documents protected and secure. In the course of normal
business activities, suppliers, customers and competitors may sometimes divulge
to you information that is proprietary to their business. Respect these
confidences.





10.
Obtain And Use Company Assets Wisely





Personal
use of Company property must always be in accordance with corporate policy.
Proper use of Company property, information resources, material, facilities and
equipment is your responsibility. Use and maintain these assets with the utmost
care and respect, guarding against waste and abuse, and never borrow or remove
Company property without management's permission.










11.
Follow The Law And Use Common Sense In Political Contributions And
Activities





The
Company encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time and at their own expense. In the United States, federal law prohibits
corporations from donating corporate funds, goods, or services, directly or
indirectly, to candidates for federal offices —— this includes employees' work
time. Local and state laws also govern political contributions and activities as
they apply to their respective jurisdictions.





12.
Board Committees





The
Company has established an Audit Committee empowered to enforce this Code of
Ethics. The Audit Committee will report to the Board of Directors at least once
each year regarding the general effectiveness of the Company's Code of Ethics,
the Company's controls and reporting procedures and the Company's business
conduct.





13.
Disciplinary Measures





The
Company shall consistently enforce its Code of Ethics and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Chairman of the Audit Committee or General Counsel of
the Company. Pursuant to procedures adopted by it, the Audit Committee shall
determine whether violations of the Code have occurred and, if so, shall
determine the disciplinary measures to be taken against any employee or agent of
the Company who has so violated the Code.





The
disciplinary measures, which may be invoked at the discretion of the Audit
Committee, and with approval of the Board of Directors, include, but are not
limited to, counseling, oral or written reprimands, warnings, probation or
suspension without pay, demotions, reductions in salary, termination of
employment and restitution.





14.
Conclusion





No Code
of Conduct or Code of Ethics can cover every situation that might arise in a
company. This Code is designed to let you know our basic guiding principles and
provide explanation on how to handle various situations. If you have questions
on any situation, whether or not described in this Code, please ask. The first
place to turn is your immediate supervisor or manager. If you are uncomfortable
discussing a situation with your immediate supervisor or manager, you may go to
anyone in management whom you feel comfortable with, including the General
Counsel, CEO, or CFO of the Company. We cannot stress our final point enough:
"When in doubt, ask."





I have
read and understand this Code of Ethics and Business Conduct











Name
      of Employee, Officer or Director
            
            Date: